<PAGE>
 
                              EMPLOYMENT AGREEMENT


This Agreement is made this 3rd day of November 1998 by and between Rose Hills
Company ("the Company") and Kenton C. Woods.

WHEREAS, it is the mutual intent of the parties hereto that Woods be employed as
Senior Vice President and Chief Financial Officer of the Company, and

WHEREAS, it is the intent to set forth in this Agreement the terms and
conditions of said employment.

In consideration of these premises and other good and valuable consideration,
the receipt
and sufficiency of which are hereby acknowledged, the parties hereby covenant
and agree as follows:

1.   EMPLOYMENT
     ----------

1.1  During the term of this Agreement and subject to its terms and conditions,
     Woods shall be employed as Senior Vice President and Chief Financial
     Officer of the Company. In said capacity, Woods shall report to the Chief
     Executive Officer of the Company or to such person(s) as the Board of
     Directors of the Company ("the Board") may, from time to time direct, and
     shall have such powers, responsibilities and authorities as may be, from
     time to time, assigned to him by the Board.

1.2  This Agreement shall continue in effect without interruption until
     terminated according to its terms.

1.3  During the term hereof, Woods shall devote his full working time and
     efforts, to the best of his ability, experience and talent, to the
     performance of services, duties and responsibilities as an Officer of the
     Company.

2.   COMPENSATION
     ------------

2.1  During the term hereof, Woods shall be paid by the Company a base salary
     ("Base Salary") at the rate of $155,182 per annum, provided that said Base
     Salary shall be reviewed annually. Any increase in the Base Salary shall be
     at the sole discretion of the Company. In the event that the Company, in
     the exercise of said discretion, increases the Base Salary, the Base
     Salary, as so increased, shall thereafter be the "Base Salary" for the
     purposes of this Agreement.

2.2  In addition to his Base Salary, Woods shall be paid an annual bonus ("the
     Bonus") based upon the Company's performance in each fiscal year as
     measured against EBITDA targets established for the Company. The amount of
     Bonus will be in the range of 0% -50% of the Base Salary according to the
     schedule set forth in Exhibit A. The EBITDA target for 1998 shall be $32.7
     Million. EBlTDA targets for years after 1998 shall be determined by the
     Board, in its sole discretion. For the purposes of this Agreement the term
     "EBITDA" shall be defined as in the Put/Call

                                      -1-
<PAGE>
 
     Agreement dated November 19, 1996 ("the Put/Call Agreement"), among
     Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone Rose
     Hills Offshore Capital Partners 11 L.P., and Blackstone Family Investment
     Partnership 11 L.P. (collectively "Blackstone") Loewen Group International
     Inc, and The Loewen Group Inc. (collectively "Loewen"), Roses Delaware,
     Inc. and RHI Management Direct L.P.

3.   EMPLOYEE BENEFITS
     -----------------

3.1  The Company shall provide Woods, during the term of this Agreement,
     coverage under employee pension and welfare benefit programs, plans and
     practices consistent with such benefits as are made available from time to
     time to other senior executives of the Company ("Benefits").

3.2  Woods shall be entitled to no less than fifteen business days paid vacation
     in each calendar year, which shall be taken at such time as Is consistent
     with Woods' responsibilities hereunder. Unless otherwise approved by the
     Company, any vacation days not taken in any calendar year shall be
     forfeited without pay therefor.


4.   TERMINATION
     -----------

4.1  Woods shall have the right to terminate this Agreement at any time at upon
     90 days notice to the Company. In the event that Woods so terminates, he
     shall be entitled, at the time the termination becomes effective, to a lump
     sum payment from the Company,-(i) in respect of vacation accrued, but not
     used ("Vacation Payment") and (ii) for compensation earned under the terms
     of paragraph 2.1 hereof, but not paid ("Compensation Payment") as of the
     effective date of the termination. Said Compensation Payment shall not
     include all or any part of any Bonus in respect of the year in which said
     termination occurs. If Woods terminates this Agreement, he shall not be
     entitled to receive any payment, benefit, or compensation from the Company,
     by way of Base salary, Bonus, benefits, severance payment or otherwise,
     except as expressly set forth in this paragraph.

4.2  The Company shall have the right to terminate this Agreement and Woods'
     employment with the Company for cause at any time. As used herein, the term
     "Cause" shall include (I) willful malfeasance or willful misconduct by
     Woods in connection with his employment, (ii) any failure or refusal by
     Woods to perform his duties hereunder or to follow any lawful direction
     from the Company which refusal or failure continues after Woods has been
     given notice by the Company that it deems that such failure or refusal has
     occurred, (iii) any breach by Woods of Section 5 herein or any other
     material breach of this Agreement, or (iv) the commission by Woods of any
     violation of law in connection with the performance of his duties
     hereunder, any misdemeanor involving moral turpitude or any felony. Except
     as explicitly provided in this paragraph, the Company shall not be required
     to provide Woods with advance notice of termination for cause.

                                      -2-
<PAGE>
 
4.3  In the event that Woods is terminated for cause under the terms of
     paragraph 4.2, he shall be entitled to receive a lump sum payment from the
     Company in respect of the Vacation Payment and the Compensation Payment.
     Said Compensation Payment shall not include all or any part of the Bonus in
     respect of the year in which said termination occurs. If Woods is
     terminated for cause under paragraph 4.2, he shall not be entitled to
     receive any payment, benefit, or compensation from the Company, by way of
     Base salary, Bonus, benefits, severance payment or otherwise, except as
     expressly set forth in this paragraph 4.3.

4.4  The Company shall have the right to terminate this Agreement at any time,
     with or without reason, or for any reason, upon 12 months notice to Woods.
     In the event of a termination under this paragraph, Woods shall be entitled
     to receive:

     (a)   his Base Salary through the effective date of the termination
           ("the Termination Date"),

     (b)   Benefits, as defined in paragraph 3.1 hereof, through the Termination
           Date,

     (c)   Bonus, to the extent payable under paragraph 2.2 hereof, in respect
           of any year completed prior to the Termination Date,

     (d)   if the termination becomes effective at any time in a year ("the
           Termination Year") other than at year-end, a pro rated portion of the
           Bonus in respect of the Termination Year, based upon the number of
           months completed in the Termination Year as of the Termination Date
           (the "Termination Bonus"). Said Termination Bonus shall be
           calculated, after the close of the Termination Year, by multiplying
           (I) the Bonus to which Woods would have been entitled for the entire
           year, as if he had not been terminated before the end of the year, by
           (ii) 0.083 for each complete calendar month during which Woods was
           employed by the Company during that year. For example, if this
           Agreement were to be terminated during the sixth month of a year, the
           Termination Bonus payable to Woods for that year would be calculated
           as:

                         TB B x 5(.083)

                         where TB = The Termination Bonus to be paid,
                                B = The Bonus that Would have been payable if
                                    this Agreement had not been terminated
                                    before year-end, and
                                5 = The number of complete months of employment
                                    prior to termination, and

               If this Agreement is terminated by the Company other than for
               cause, Woods shall not be entitled to receive any payment,
               benefit, or compensation from the Company, by way of Base salary,
               Bonus, benefits, severance payment or otherwise, except as
               expressly set forth in this paragraph 4.4.

                                      -3-
<PAGE>
 
5.   CONFIDENTIAL INFORMATION NON-COMPETITION
     ----------------------------------------

     5.1  Woods shall not, without the prior written consent of the Company,
          use, divulge, disclose or make accessible to any other person, firm,
          partnership, corporation or other entity any Confidential Information
          pertaining to the business of the Company, Loewen, Blackstone, or any
          of their respective affiliates, except (I) while employed by the
          Company, in the business of and for the benefit of the Company, or
          (ii) when required to do so by a court of competent jurisdiction, by
          any governmental agency having supervisory authority over the business
          of the Company, or by any administrative agency or legislative body
          (including a committee thereof) with jurisdiction to order Woods or
          the Company to divulge, disclose or make accessible such information.
          For the purposes of this paragraph 5.1, "Confidential Information"
          shall mean all non-public information concerning the financial data,
          strategic business plans, product development (or other proprietary
          product data), customer lists, marketing plans and other non public,
          proprietary and confidential information of the Company, Blackstone,
          Loewen, or any of their parent, subsidiary or affiliated companies, or
          customers that is not otherwise available to the public (other than by
          Woods' breach of this Agreement).

     5.2  During the period of his employment hereunder and for two years
          thereafter, Woods agrees that, without the prior written consent of
          the Company, (a) he will not, either directly or indirectly, either as
          principal, manager, agent, consultant, officer, stockholder, partner,
          investor, lender, or employee, or in any other capacity, carry on, be
          engaged in or have any financial interest in, any business which is in
          competition with the business of the Company or Loewen or any of their
          parent, subsidiary or affiliated companies, and (b) he will not, on
          his own behalf or on behalf of any person, firm or company other than
          the Company, directly or indirectly, solicit or offer employment to
          any person who has been employed by the Company, Loewen, Blackstone or
          any of their parent, subsidiary or affiliated companies at any time
          during the 12 months immediately preceding such solicitation.

     5.3  For the purposes of paragraph 5.2, a business shall be deemed to be in
          competition with the Company or Loewen if it owns, operates or manages
          a funeral home or cemetery property that is located within 25 miles of
          any funeral home or cemetery property owned, operated or managed by
          the Company or Loewen within Los Angeles or Orange counties, or if it
          is engaged as the material part of its business in the consolidation
          of funeral home or cemetery properties as a national or North America
          wide basis.  Nothing in this Agreement shall be construed to bar Woods
          from accepting employment with a funeral home or cemetery property or
          in any other geographic region.

     5.4  Woods and the Company agree that the covenant of paragraphs 5.2 and
          5.3 are reasonable under the circumstances, and farther agree that if
          in the opinion of any court of competent jurisdiction such restraint
          is not reasonable in any respect, that, without further action by the
          parties, said covenant shall be deemed modified so as to have the
          broadest possible scope, consistent with the opinion of said court,
          and shall be enforceable as so modified.

                                      -4-
<PAGE>
 
     5.5  Woods agrees that any breach of the covenants of this section 5 would
          cause irreparable injury to the Company, Loewen and Blackstone for
          which monetary damages would not be an adequate remedy. Accordingly,
          Woods agrees that, in the event of such breach, the Company, Loewen or
          Blackstone, in addition to pursuing any other remedies that they may
          have in law or in equity, (i) may cease making any payments otherwise
          required by this Agreement, and (ii) shall be entitled to a temporary
          injunction and permanent injunction restraining any further violation
          of this Agreement by Woods.

6.   ARBITRATION
     -----------

     6.1  Any and all disputes and claims arising from or in relation to this
          Agreement, with the exception of (i) an action by the Company, Loewen
          or Blackstone for injunctive relief under section 5 of this Agreement,
          or (ii) an action by Woods under federal or state laws against
          discrimination in employment, shall be resolved through arbitration in
          Los Angeles, California under the auspices and rules of the American
          Arbitration Association Any action for injunctive relief under section
          5 hereof or under federal or state anti-discrimination laws may be
          brought in any court of competent jurisdiction.

     6.2  In the event that either party to this Agreement, or Loewen or
          Blackstone brings a claim or action for enforcement of this Agreement,
          or otherwise relating to or arising from this Agreement, the
          prevailing party shall be entitled to recover his or its costs of suit
          including a reasonable attorney's fee.

7.   SUCCESSORS AND ASSIGNS
     ----------------------

     7.1  This Agreement shall inure to the benefit of and be binding upon the
          undersigned parties hereto and their respective successors and
          assigns.

     7.2  Woods may not assign his performance of this Agreement without the
          prior, expressed written, consent of the Company,

8.   SURVIVAL OF COVENANTS
     ---------------------

     8.1  The respective rights and obligations of the parties hereunder shall
          survive any termination of this Agreement to the extent necessary to
          the intended preservation of such rights and obligations. Without
          limiting the generality of the foregoing, the provisions of section 5
          hereof shall remain in effect as long as necessary to give effect
          thereto, notwithstanding the termination of this Agreement.

9.   GOVERNING LAW
     -------------

     9.1  This Agreement shall be construed, interpreted and governed in
          accordance with the laws of the State of California without reference
          to rules relating to conflicts of laws.

                                      -5-
<PAGE>
 
10.  EFFECT ON PRIOR AGREEMENTS
     --------------------------

     10.1 This Agreement contains the entire understanding between the parties
          relating to the subject  matter hereof and supersedes in all respects
          any prior or other agreement or understanding between the Company,
          Blackstone, Loewen or any of their affiliates and Woods relating to
          the subject matter.

11.  COUNTERPARTS
     ------------

     11.1 This Agreement may be executed in two or more counterparts, each of
          which will be deemed an original.


                               ROSE HILLS COMPANY



By  /s/ DILLIS R. WARD                   Signed:
    ------------------                        
     Dillis R. Ward
     President and CEO
                                           /s/ KENTON C. WOODS
                                           ------------------- 
                                            Kenton C. Woods


                                      -6-
<PAGE>
 
                                  SCHEDULE A
                                  ----------


ANNUAL INCENTIVE BONUS
----------------------

For the fiscal year ended December 31, 1998, and, for each succeeding year
during the term of the Employment Agreement, a bonus payment will be made based
on the relationship between the audited EBITDA (as defined in title Put/Call
Agreement) for the, year in question and the Projected EBITDA (as described
below) for that year.  For the purposes of this comparison, the audited EBITDA
will be adjusted to take into account an accrual for these bonus payments.

Projected EBITDA for the year ended December 31, 1998 (before adjustments for
acquisitions) shall be $32.7 million.  EBITDA targets for 1999 and later years,
will be set by the Board of Directors, on or before February 1 of the bonus
year.  For the purposes of determining the amount of any annual bonus, the
Projected EBITDA for the year will be adjusted by adding, to the Projected
EBITDA initially established by the Board of Directors, the budgeted EBITDA for
any acquisition during the year.

The realization matrix for the annual bonus will be:

               Percent Projected         Percent Salary
               EBITDA Attained           Paid as Bonus
               ---------------           -------------

               Less than 90%              .00%
                         90%            12.50%
                         91%            13.75%
                         92%            15.00%
                         93%            16.25%
                         94%            17.50%
                         95%            18.75%
                         96%            20.00%
                         97%            21.25%
                         98%            22.50%
                         99%            23.75%
                        100%            25.00%
                        101%            27.50%
                        102%            30.00%
                        103%            32.50%
                        104%            35.00%
                        105%            47.50%
                        106%            40.00%
                        107%            42.50%
                        108%            45.00%
                        109%            47.50%
                        110% or greater 50.00%